Elegy: “a mournful, melancholy, or plaintive poem, especially a funeral song or a lament for the dead.” That’s what Dictionary.com’s first definition of the word “Elegy” is. I like this definition, and it’s no wonder that this was the choice of the title for this film. I wonder if you think knowing the definition of this rarely used word ruins the film. I’ll tell you right now that it does not.

The film opens with Ben Kingsley narrating. That can’t ever be a bad choice, can it? He is now in his mid-sixties, and his character, David, doesn’t like it. Getting old is hard, he tells us. He was once married, but left after realizing his mistake. He will never get married again. We see him having sex with a woman named Carolyn (Patricia Clarkson). That is the extent of the relationship. They hardly speak, and they only meet every three weeks, or maybe that’s just what it feels like. They’re in a friends-with-benefits type of relationship, and they like it that way.

One might define David as a sexual predator. He’s a university professor, and after giving out his marks, he hosts a party where he seeks out a young woman. His target this year is a Cuban-American named Consuela (Penélope Cruz). After luring her in with some intellectual ideas and thoughts about paintings, the two begin a relationship. She’s thirty or so years beneath him in age, but she seems more comfortable with their arrangement than he does.

He thinks she’ll cheat on him, even though he’s already sleeping around. He confides in us, the audience, and in his best friend, George (Dennis Hopper). The voice-over narration gets us into his head, as do the scenes where he sits at a coffee shop and tries to talk the situation through with George. Both of these elderly characters are intellectuals, but both also fail at relationships. That’s an interesting idea, although the film doesn’t do as much with it as I would have liked. Instead, it spends a great deal of time waiting for something dramatic to happen.

When the drama begins, either one of two things can happen: Either we’ll care and become more involved, or it will fall flat and the film will have to regain our interest. There are only two truly dramatic moments in Elegy (at least, in terms of David and Consuela’s relationship). The first works, while the second, unfortunately, works to undo whatever was done by the first one. As a result, the ending falls flat when it should have been a fitting conclusion. But then, when you make your character disappear for thirty minutes only to bring them back with terrible news, do you really expect us to care?

I’m sorry if I spoiled part of the film, but this is an important reason for why Elegy ultimately fails. The first true moment of drama and tension makes one of the two characters leave for a good portion of the film. When that character comes back, it’s because he or she (I’ll try to leave some surprise for you) has some bad news for the other. That bad news ends up bringing us down into melodrama territory, but since that character has been gone, we have no reason to care about him or her. As a result, this announcement made me lose almost all interest in the film, and since we were so close to the end, Elegy never won me back.

The only fully developed character here is David, whom we focus on for most of the time the film runs. Because of the conversations with George, because of the narration, and because he’s portrayed by Ben Kingsley, we recognize him as a human being. He has flaws — many, in fact — but is just trying to find happiness in life. He also has a son, Kenneth (Peter Sarsgaard), who he has a rocky relationship with due to the fact that David left his wife and son when Kenneth was still very young. Kenneth actually might be heading down the same path his father did, although whether he does or not is to be determined by you if you decide to watch Elegy.

Other characters get less depth, even though it’s imperative that we care about them. George is basically there to console his friend, even though it’s mentioned a couple of times that he has marital problems as well. Consuela is the key character of the film, and yet she doesn’t have any depth or real personality. That’s not to take anything away from Cruz, who does her best, but the character just isn’t written in a way that gives the actor anything to work with or give us any reason to care about her.

There is also a lot of time spent doing nothing. Some further trimming to bring Elegy‘s runtime down ten or so minutes might have helped. There are some scenes which bring no insight, contain no action, and serve simply (I assume) to illustrate how boring and terrible getting old is. Or maybe that’s giving the film too much credit, especially considering it comes out and tells us this with its narration.

Elegy is a flawed film that could have been very much worth your time. But it makes a crucial misstep with its ending, and it never manages to recover from this. It might have if more than one of its characters were developed, or if it hadn’t essentially killed one of them off for the thirty minutes preceding a “shocking” revelation, but since that didn’t happen, I stopped caring. Growing old might suck, but spending precious hours watching Elegy isn’t worth it.